With All My Heart
by StormHoof
Summary: Trixie decides to find a teacher of magic, and who better than the element of magic herself, Twilight Sparkle. Trixie never got to tell her before she was run out of town. but she had fallen head over hooves for her. Now, can Trixie keep her feelings under wraps while trying to learn complex and complicated magic from a mare she can't keep her mind off of?
1. Chapter 1, Return To Ponyville

With All My Heart

by StormHoof32

Prologue

She stood on an outcropping, looking out over the small town. Ponies could be seen bustling about, getting done the things that needed doing. Pegasi could be seen fly above, situating clouds for the days weather. One pegasus in particular, the rainbow maned one, was napping on a cloud. She looked down at her hooves, debating with herself as to whether or not returning here was such a great idea. Part of her wanted to just leave, and put the small town behind her. But the other part...well the other part hungered for knowledge. She knew that was something she lacked, especially considering the mishap from the last time she was here. She made up her mind within seconds. She would not let the past come back to haunt her.

She needed to see one mare, a unicorn.

Twilight Sparkle

With All My Heart

by StormHoof32

Ch.1: Return To Ponyville

"SPIKE!"

"SPIIIKKKEE!

"I'm coming, I'm coming! Jeez!" Spike replied, "Did you lose another book Twi?"

"Spike, you know how I get about lost books, but no, not this time. I need help finding a book." Twilight explained.

"Well, what are you looking for?"

"A book on the history of the Everfree forest."

"W-why would you want a book like that? That place is scary!" Spike said, fear in his voice.

"Oh come on Spike, its not that bad, otherwise Zecora wouldn't be living there."

"That's because...um, because..."

"Because what Spike?"

"Uhhh...ok I got nothing."

"That's what I thought. Now help me find that book!" she said, sounding more like a mother than a friend.

"Yes mother." Spike mumbled.

"What?"

"Um, nothing!"

Twilight browsed through one of the books in front of her while Spike searched. Lately things had been going on in the forest. All throughout the day, the forest kept giving off trace amounts of magic that Twilight had been picking up. Unlike a lot of other unicorns, she could sense when certain amounts of magic where being released. What made this weird was that normally, the forest showed no signs of any magic whatsoever. The only time she sensed magic before was when Lyra had gotten lost. She had panicked and had released quite a burst of energy. It was enough to give Twilight a headache. The book she just so happened to be reading now was a book on magic, and how to measure magical energy and equate it to the size of whatever was releasing it. She had tried it already and it worked...to an extent. She still couldn't classify what could be causing the traces of magic she was feeling.

"Spike, have you found that book yet?" she asked.

"Um, Twi, that book was checked out by Zecora last week."

"What?!"

"Twi, please don't go crazy again. Especially not over a book. I'm still sore from the last time that happened." he complained.

"Ugh, fine, I guess I'll just have to go and talk to Zecora. Maybe she can help, or maybe she could at least return the book. Anyway, Spike, while I'm gone, why don't you go see if Rarity needs any help."

"That's a great idea! Thanks Twi!" she said, looking completely lovestruck. Twilight giggled at the sight. Everypony in town knew about his crush on Rarity, well, except for Rarity of course. They all wondered when he would tell her, if ever.

Twilight cut her thoughts short, remembering that she needed her saddle bags and a few books. She channeled her magic and in a quick burst of light, her saddle bags were on and filled with books, parchment, ink and quills. She was ready to go.

She looked ahead as she moved along the set path to Zecora's hut. After the mishap with the poison joke, Zecora had made an easier and safer path to her hut. And now that ponies knew she wasn't some evil witch, she had quit a bit of business. As she got closer, she could feel the trace magic get stronger. She broke into a gallop, curious as to where it was coming from. When she reached Zecora's hut, she could see small burst of blue magic behind it. Her curiosity at it's height got the best of her as she trotted around to see who was there.

She found herself face to face with none other than...

"T-Trixie?!"

"Twilight Sparkle!"

"Trixie what are you doing here?" Twilight asked.

"Why Trixie is here is none of your business Sparkle. I'm guessing you've come to laugh at Trixie and her failings at magic?" she said in her usual stuck up tone, but Twilight could here a bit of sadness in there as well.

"Trixie, I would never laugh at somepony else, even if they think they are terrible at something." Twilight replied.

"S-so you're not mad at Trixie?" she asked, sounding surprised.

"Why would I be mad at you?"

"Trixie almost destroyed your town with an ursa minor. Everypony should be mad at Trixie." she said sadly.

"Trixie, if I remember correctly, you didn't bring the ursa to town, Snips and Snails did. Although I think your boasting had something to do with it." Twilight stated calmly.

"But everypony hates me."

"Trixie, believe it or not, everypony that had seen your show, actually enjoyed it. They thought it was pretty good, and they talked about it for a week afterwards too. So no, not everypony hates you, some, like my friends, might severely dislike you, but they don't hate you."

"R-really? They liked my show?"

"Yes they did. But Trixie, what I want to know is, how come your at Zecora's?"

"Trixie was trying to find a way into town for...for her own reasons and Trixie found this hut. The Zebra, Zecora, let Trixie stay here for a while." she explained.

"Um, what where your reasons, if I might ask?"

"Trixie wanted you to teach Trixie magic"

"Say again?"

Trixie wants you to teach Trixie magic"

"Can you please speak up. I can't hear what your saying, your almost as quiet as Fluttershy."

"Trixie wants you to be her teacher!" she yelled as she plopped on to the ground, hiding her face behind her hooves. Much like Fluttershy when scared.

"R-really? You want me as a teacher? B-but I'm only a student myself." Twilight replied.

"Trixie knows she is not good at magic, even if magic is her talent. Trixie wants to get better at magic so Trixie can be liked again."

"I don't know what to say. I guess I could teach you what I know."

"Really? Y-you would teach Trixie, even after Trixie mocked you and did such horrible things to your friends?" she said, lifting her head up.

"Sure. I'll have to get you to the Library without you being seen, considering some of my friends are out and about today."

"And how are we going to do that?"

"We're going to teleport. Also, If I might ask, what were you doing back here?"

"Trixie was practicing her magic so she could impress you, and make you want to teach Trixie better magic."

"Trixie, just the fact that you came back and want to learn is impressive in itself. Ok, we're going to teleport ok, so take my hoof."

"O-ok."

Twilight channeled her magic and they disappeared in flash of light.


	2. Chapter 2, Dreaming Of Her Love

With All My Heart

by StormHoof32

Dreaming Of Her Love

Luckily nopony was in the Library when Trixie and Twilight showed up. They appeared right in the middle of the bottom floor with a pop and a flash of magic. Trixie opened her eyes, feeling woozy from her first time teleporting, to find herself on top of Twilight, her muzzle inches away from her own. She looked into Twilights eyes, captivated by the deep purple pools that were staring back at her. It felt like hours before Twilight pushed her off as a deep blush paraded across her face. Trixie blushed furiously as she stood up and cleared her throat, making the awkward silence even more awkward.

"Um, well, uh, this is it. home sweet home." Twilight said, composing herself.

"..."

"Trixie?"

Trixie didn't respond, her mind was too preoccupied. She had been imagining Twilight and herself in bed together, enjoying eachother all night long. Twilight looked over and noticed the deep blush forming on her face.

"TRIXIE!" she yelled, snapping the her out of her fantasy.

"Huh?" she said, turning around, her blush still evident.

"Are you ok?" she asked.

"Yes, Trixie is fine, why do you ask?" Trixie replied.

"Well it seemed you were zoned out for a bit there, kind of like Spike when he's thinking of Rarity...Wait, were you thinking of somepony?" Twilight asked, her curiosity once again defeating her will.

"Uh, no! Trixie would do no such thing!" she said nervously.

"Trixie, I can tell if when somepony is lying to me now spill." Twilight said.

"Ok fine. Trixie has a...a c-crush." She said, blushing as she stared down at her hooves.

"That's great! Who is it?" Twilight asked.

"Um, Trixie would wrather not say. So where will Trixie be sleeping?" She asked.

"Oh! I have a spare bed upstairs. It's only been used once though. I had this sleep over with two of my friends and a whole bunch of stuff happened, but it all turned out well in the end. You can use that." Twilight said as she turned to her study table.

"Oh no! I completely forgot to ask Zecora about that book! I hope she remembers to return it, its a fifty bit fine if it's late."

"Fifty bits for a late book? Isn't that a bit excessive Sparkle?" Trixie said, reverting back to her stuck up tone.

"It's no excessive! Books are important! And they'll be for you too is you want me to be your teacher." Twilight said.

"Ok, well, that teleporting of yours has got Trixie exhausted. Trixie will go to bed now." She said as she began to ascend the stairs.

"Wait! I have a question!" Twilight exclaimed.

"Ugh, fine, what is it?"

"I'm just curious, but why do you always refer to yourself in the first person?" She asked.

"That's none of your business Sparkle. Trixie would have you know she doesn't like others digging around in Trixie's past. Good night!" She said as she left.

Twilight sat there and watched her leave, her curiosity flowing once again. She would find out sooner or later.

Trixie opened the door to the bedroom to find two beds, one on one side of the room and one on the other with a small cushioned basket at the end. The cushions in the basket were lavender colored along with a small sky blue blanket and pillow. Trixie focused her attention on the other bed and jumped onto it, lying back. She stared up at the ceiling as thoughts of the day so far ran through her head.

For one, she was now living with Twilight Sparkle, the same unicorn who had embarrassed her, or at least she thought she had been embarrassed, judging by what Twilight had said, she wasn't hated, Two, she definitely had a crush on the Lavender mare, And three, she now had a teacher who could help her get better at her magic. All in all, today had been tiring.

She let the thoughts of those eyes go through her mind before she slipped off to sleep.

Trixie stood on the balcony of the Library, looking up at the stars. She smiled as she looked over to her right, seeing Twilight at her side. A look of wonder plastered on her face. Trixie looked at her for a while before Twilight turned to her. She smiled and leaned forward, capturing Trixie's lips in a passionate kiss as they where bathed in the moons fluorescent light. Trixie felt herself become hotter as the kiss went on. She could feel the softness of Twilights lips against her own, and it made her hum with satisfaction.

After a minute or so, she felt her tongue run across her lips, begging for entrance. Trixie obliged and opened her mouth slightly, allowing the wet slippery guest enter. She felt another wave of warmth assault her nethers as their tongues made contact. Trixie moaned into the kiss as it was deepened. Never in her life did she believe that she would ever find somepony who could love her. And she never felt more loved than she did in this moment.

Trixie gasped as she felt something slide along her marehood. She opened her eyes to see a lavender aura surrounding Twilight's horn. She closed her eyes as Twilight pulled away, leaving her wanting more as she felt herself get pushed onto her back. She moaned again as she felt the soft caress of the magic move faster against her moist opening. By now, her marehood was dripping and she knew deep down, she wanted it. She wanted to feel every ounce of her Lavender lover. She moaned and hummed in content as Twilight kissed her way down her body, moving to first to her stomach, then her breasts, and finally her dripping marehood. She let out another gasp as she felt Twilight's tongue slide along her slit, just barely brushing along her clit.

Her tongue made another run, sending a wave of pleasure through her body. Trixie moaned louder as Twilight's magic encircled her horn. She could feel it stimulating every nerve in her horn, sending even more waves of pleasure straight to her brain, leaving her in a constant euphoric state. Trixie began to pant as she approached her climax. She could feel the pressure in her nethers, she knew she was close.

Twilight moved up and began sucking on her clit, and right then, Trixie lost it. Her body shook and quivered as she was sent over the edge. Twilight moved up her body and stared into Trixie's half lidded eyes. She leaned down and kissed her deeply. Trixie could taste herself as they kissed. Finally after a few seconds she came down from her high. Twilight pulled away and looked her in the eye. Trixie once again lossed herself in those enigmatic pools of color.

"I love you." Twilight said as Trixie smiled.

Trixie's eyes snapped open as she sat upright, her body covered in sweat. She looked around and noticed Twilight was in her bed and her little dragon at the foot of the bed, snoring in the basket. She could feel the dampness around her lower body. She lied back down and let out a sigh, wishing that the dream had been real as she slipped once more into a calm slumber.


	3. Chapter 3, Making New Friends

With All My Heart

by StormHoof32

Making New Friends

Trixie awoke the next morning with Celestia's sun shining brightly through Twilight's window. She grumbled and rubbed her eyes. It had been a while since she had a good sleep, and after last night's "dream", she had slept like a foal. Meaning she had slept soundly the rest of the night, not waking up every two hours crying because she crapped herself and was hungry.

She took in a deep breath and immediately smiled as the warm and inviting scent of waffles and oatmeal invaded her senses. She got up and made her bed and decided after sweating as much as she had last night, that she needed a shower. She made sure the bed looked good before looking around. It didn't take long to find the bathroom. She walked in and laughed when she saw the towels emblazoned with Twilight's cutie mark.

And here she thought she was the only Narccisstic pony here. Focusing on the task at hoof, Trixie turned on the water and waited for it to reach a reasonable temperature before stepping in. She stood under the water for a bit before grabbing the shampoo. She was surprised to find that it was Spring Rain. And here she half expected it to be lavender. Disregarding the thought, she squeezed some out and began washing her mane. She sighed in content, for washing herself was one of the few things that she did to relax.

As she washed, her thought's drifted back to the dream she'd had last night. She knew of the depth of her feelings for the Lavender mare, but she never once had a dream that vivid and beautiful. She wished so much that it could be real. As she went over it again in her head, she felt herself get hot, and a dull ache down below made itself known. There wasn't any harm in doing it in here right? After all, Twilight and Spike were most likely downstairs, which meant she had the privacy she needed.

Trixie smiled as her hoof trailed lower down her body until it hit her now leaking marehood. She could easily discern her fluids from the water and could tell she was getting herself pretty wound up. She lightly rubbed her hoof up against her clit, now making sure she knew it was there. She let out a small gasp as a wave of pleasure fired through her body. Then, while lightly stroking her clit, she used her magic, creating a tendril, and moved it up and down across her moist lips. She moaned quietly as more pleasure shocked her body and stimulated the sensitive nerves. Slowly she slipped the tendril inside and moaned slightly louder. She expaned it a bit until she felt like she could take no more. With a slow and steady rhythm, she penetrated herself, sending shockwave after shockwave through her now heaving body. She was panting and groaning as she felt her coming climax. She continued to pump in and out and with one last thrust and press of her hoof agaisnt her clit, she came. She felt pleasure wrack her body as she shook and moaned through clenched teeth.

When she finally managed to calm down, she sat down and relaxed underneath the torrent of steaming water. It felt amazing on her coat, thoughts of Twilight still swimming through her head. Before long, she was washed and looking proper once more. She headed downstairs to find a plate with still warm waffles and oatmeal on the table and a note.

Trixie,

Spike and I have gone out to do some errands, Enjoy your breakfast, Spike made it and I'm sure it will make him happy to know that you enjoyed it. I have informed him that you will be staying with us for a while, while I teach you. We will be out for most of the day, so I suggest that you get out and see if you can make some friends. Truse me, friendship can help just about any problem.

-Twilight

Trixie's smile faded as she thought about what she had just read.

Friends?

Trixie walked along the street in the center of town, feeling the looks of other ponies glaring at her, or so she thought. However, when she looked up, she noticed that nopony seemed to notice she was even there. They were all far too busy getting things done than to worry about why she was back. She sighed a sigh of relief and continued walking until she came across a large carousel like building, which just happened to have a sign which read: Carousel Boutique, where every garment is chic, unique and magnifique!

It took her a minute before she remembered that one of Twilight's friends had been at her show and that she had cried when Trixie turned her mane green. She frowned as she the memory played in her mind. For once, she actually felt bad for what she had done. Deciding this was her chance to not only make it up to her, but make a friend as well, she walked up and knocked on the door.

"Just a minute, I'm putting the finishing touches on a new dress!" Came a voice from inside.

Trixie waited for about ten minutes before the door opened.

"Hello, what can I do fo-YOU!" she yelled as she pulled Trixie in and held her up.

"WHAT ARE YOU DOING HERE!"

"T-Trixie wanted to apologize!" She replied frantically.

"AND YOU HONESTLY THINK APOLOGIZING WILL HELP WHAT YOU DID! IT TOOK ME HOURS TO GET ALL THAT GREEN OUT OF MY MANE!" She yelled, her face slowly changing from white to red.

"Trixie is sorry! Trixie was only trying to impress other ponies! Trixie had to make a living or starve!" Trixie said now fearing for her life.

"THAT STILL DOESN'T GIVE YOU THE RIGHT TO RUIN MY MANE!"

"Trixie will do whatever it takes to make it up to you!" she replied.

Rarity's face began to return to normal color as she thought it over. Even though Spike came around to help out, and quite often at that, she did need somepony to help out with her dresses, especially for the fall line. The fall and winter line's were always the most hectic.

"Hmmm, I think I might just take you up on that offer. From now on, you will show up at eight every morning and from eight to five you will be helping me with my dresses as my assistant." Rarity said, "And should you fail to show up, I will personally hunt you down and and make your life more miserable than you can imagine."

"Trixie promises, she'll be there on time!" Trixie replied quickly.

"First of all, we need to teach to how to speak properly."

"What's wrong with the way Trixie speaks?" she asked.

"Well, first of all, you need to get rid of that attitude in you voice whenever you are speaking, and second, nopony speaks in third pony."

"It's the way Trixie has spoken since she was young."

"Try saying I, instead of Trixie."

Trixi-um, I-I don't know why this is so important." Trixie replied. She could tell that using I, instead of Trixe felt wrong, yet, it seemed to work just fine.

"Well, you obviously didn't grow up in Canterlot that's for sure. Speaking properly is just proper etiquette, And I still haven't forgiven you for what you did to my mane." Rarity replied, turning her snout up as she moved back to her dress.

"You may go now."

"Um, yes, um thank you, uhh."

"Rarity, my name is Rarity, but from now on, you will address me as Miss Rarity, understand?" she asked.

"um, yes Trix-er I-I understand." Trixie replied. She opened the door and stepped out, taking a deep breath. This friend business was going to be harder than she thought.


End file.
